(a) Unless limited or prohibited by the articles of incorporation or bylaws, action required or permitted by this article to be approved by the members may be taken without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the votes entitled to be cast on the action. The action must be evidenced by at least one (1) written consent describing the action taken that meets the following conditions:(1) Is signed by the members representing at least eighty percent (80%) of the votes entitled to be cast on the action.(2) Is delivered to the corporation for inclusion in the minutes or filing with the corporation's records.Requests for written consents must be delivered to all members.(b) If not otherwise determined under section 3 or 7 of this chapter, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).(c) A consent signed under this section:(1) has the effect of a meeting vote; and(2) may be described as such in any document.(d) Action taken under this section is effective when the last member necessary to meet the eighty percent ection:(1) has the effect of a meeting vote; and(2) may be described as such in any document.(d) Action taken under this section is effective when the last member necessary to meet the eighty percent (80%) requirement signs the consent unless a prior or subsequent effective date is specified in the consent.As added by P.L.179-1991, SEC.1.
Indiana Legal Code